DRIP - Overview
Terms & Conditions
 
TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN FOR SHAREHOLDERS OF CARLISLE COMPANIES INCORPORATED.

1. Computershare Investors Services (the “Bank”) will establish an investment account (the “Account”) for each registered shareholder of Carlisle Companies Incorporated (“Carlisle”) choosing to participate in the Dividend Reinvestment Plan (the “Plan”) established for shareholders of Carlisle. The Bank will credit to the Account of each participant (the “Participant”) in the Plan funds received by the Bank from either of the following two sources:

         (a) all cash dividends (“Dividends”) received from Carlisle
                (i) by the Bank as agent for the Participant on all shares of Carlisle common
                    stock (“Common Stock”) registered in the Participant’s name on the books
                    of Carlisle (“Registered Shares”); and
               (ii) by the Bank on all full shares of Common Stock and fractional share
                   equivalents credited to the Participant’s Account; and
              (iii) by the Bank as proceeds of sale of Dividends Securities, pursuant to Paragraph 11; and

         (b) all Voluntary Cash Payments pursuant to Paragraph 3 received by the Bank from the Participant.

2. Acting as agent for each Participant, the Bank will apply the funds credited to the Participant’s Account pursuant to Paragraph 1(a) to purchase shares of Common Stock and fractional share equivalents (the “Additional Shares”) as soon as reasonably practicable after the receipt by the Bank of such funds and will credit the number of Additional Shares so purchased to the Participant’s Account. As provided in Paragraph 3, Additional Shares may be purchased for the Participant’s Account with the credited funds received by the Bank pursuant to Paragraph 1(b). The price at which the Bank shall be deemed to have acquired Additional Shares for the Participant’s Account shall be the average price of all Additional Shares purchased by it as agent for all Participants in the Plan, with the funds from both sources being concurrently applied, as the case may be.

3. A Participant may elect to participate in the Plan through the investment of Dividends or through the making of Voluntary Cash Payments pursuant to this paragraph or both. Voluntary Cash Payments may be made at any time. The Participant, at his or her option, may, from time to time, send the Bank a check or money order payable to Computershare Investor Services in the amount of $10 to $3,000 per quarter (“Voluntary Cash Payment”), accompanied by a written instruction to apply the Voluntary Cash Payment to the purchase of Additional Shares for the Participant’s Account. The Bank will credit the Voluntary Cash Payment to the Account of the Participant and apply such funds to the purchase of Additional Shares for the Participant’s Account. Purchase of Additional Shares for the Participant’s Account will be made by the Bank on the next investment date, using Voluntary Cash Payments received no less than ?ve business days prior to the date of such purchase. Voluntary Cash Payments that are received by the Bank during a calendar month in which a Dividend is payable will be accumulated and applied together with the next Dividend to the purchase of Additional Shares for the Participant’s Account. In all other calendar months, the investment date shall be on or about the first day of that month. A Participant may obtain a refund of any Voluntary Cash Payment provided that a written request for such refund is received by the Bank at least two business days prior to the date of the investment thereof.

4. As soon as practicable after each Dividend payment date and, in addition, after any change occurs in the number of Additional Shares credited to a Participant’s Account, the Bank will mail to each Participant a statement (the “Statement”) describing the transactions in the Participant’s Account subsequent to those described on the previous Statement.

5. Purchases of Additional Shares pursuant to the Plan may be made on any securities exchange where Common Stock is traded, in the over-the-counter market, or in negotiated transactions and may be on such terms as to price, delivery, and otherwise and will be executed through such brokers, as the Bank may determine. In making purchases of Additional Shares for the Participant’s Account, the Bank will commingle the Participant’s funds with those of other Participants in the Plan. The Bank will hold the Additional Shares of all Participants in the name of its nominee. The Bank shall have no responsibility for any fluctuation in the market value of the Additional Shares purchased for the Participant’s Account.

6. Certificates representing the Additional Shares purchased for the Participant’s Account will not be issued to the Participant unless the Participant so requests or until the Account is terminated and the Participant elects to receive such certificates as provided in Paragraph 9. Such requests and elections must be made in writing to the Bank and, in the case of a request for issuance of a certificate, must be made after the purchase of the Additional Shares to which the request relates. No certificate will be issued for a fraction of an Additional Share.

7. The Bank will make every effort to apply the whole amount of the funds available in the Participant’s Account to the purchase of Additional Shares as promptly as reasonably practicable, and in any event prior to 30 days after receipt by the Bank of such funds, unless any applicable federal securities or other laws may curtail or suspend the purchase of Additional Shares by the Bank. The Bank shall have no liability for such inability to purchase Additional Shares or the timing of any purchases. If such curtailment or suspension continues for a period longer than 90 days, the Bank will promptly mail to the Participant a check in the amount of any unapplied funds in the Participant’s Account.

8. The fact that Dividends are invested automatically under the Plan does not relieve the Participant of any liability for taxes which may be otherwise payable on the Dividends.

9. Participation in the Plan may be terminated either by the Bank or by the Participant at any time by written notice as provided in Paragraph 14 (provided that the Bank may apply any funds in the Participant’s Account to the purchase of Additional Shares). To be effective for any given dividend payment, the notice to terminate must be received by the Bank at least seven days prior to the record date for that payment. Together with the written instructions by the Participant to the Bank to terminate the Account or in written response to the Bank’s notice of termination of the Account, the Participant shall notify the Bank to either:
        
          (a) issue a certificate or certificates representing the full Additional Shares accumulated
               in his or her Account; or
          (b) sell as his or her agent all or part of the Additional Shares and deliver to him or her the
               proceeds of such sale. The Additional Shares sold by the Bank for the Participant may
               be aggregated with shares of other terminating Participants, in which case the proceeds
               to each Participant will be based on the average sales price less $1 handling charge,
               brokerage and other costs applicable. In every case of termination, any fractional share
               equivalents accumulated in the Participant’s Account will be converted to cash at the closing
               market price of the Common Stock on the date of termination of participation in the Plan.

Requests to sell Additional Shares must indicate the number of Additional Shares to be sold and not the dollar amount to be attained. Any request that does not clearly indicate the number of Additional Shares to be sold will be returned with no action taken. Participants selling Additional Shares should be aware that prices fluctuate during the period between a request for sale, receipt by the Bank of the request, and the ultimate sale in the open market. The Participant will bear the risk of price change. You may sell shares from your account without terminating your participation.

10. If a Participant disposes of all his or her Registered Shares, the Bank will attempt to determine from the Participant the disposition he or she wishes to be made of the Additional Shares in the Account. If the Bank should be unable to obtain such instructions from the Participant, it may, at its option, terminate the Participant’s Account and send to the Participant a certificate representing the full Additional Shares and the cash equivalent of any fractional share equivalents in the Account or continue to invest in Additional Shares all funds thereafter credited to the Participant’s Account pursuant to Paragraph 1.

11. Any Dividends in the form of shares of Stock and any shares resulting from a split of Stock distributed by Carlisle on Additional Shares accumulated in the Participant’s Account will be credited to the Participant’s Account and rejected in the Statement described in Item 4 above. In the event that Carlisle makes available to the holders of its Stock, rights to purchase Additional Shares of Stock, the Bank will sell such rights or other securities, as the case may be (the “Dividend Securities”), accruing to the Additional Shares for the Participant’s Account prior to or in conjunction with the application of the next Dividend or Voluntary Cash Payment to the purchase of Additional Shares for the Participant’s Account. The price at which the Bank shall be deemed to have sold Dividend Securities for the Participant’s Account shall be the average price of all Dividend Securities sold by it as agent for all Participants in the Plan.

12. Additional Shares (excluding any fractional share equivalent) held by the Bank under the Plan on the record date for a vote of Carlisle Common Stock shareholders will be voted or abstained by the Bank’s nominee in the same manner as the Participant votes or abstains his or her Registered Shares.

13. Subject to applicable provisions of federal securities laws, the Bank shall incur no liability hereunder for any action taken, or omitted by it in good faith, including, without limitation, any claims of liability (a) arising out of failure to terminate the Participant’s Account, upon the Participant’s death or otherwise, prior to the actual receipt by the Bank of notice in writing of such death, or termination, or (b) with respect to the prices at which Additional Shares are purchased or Additional Shares are sold for the Participant’s Account, including the terms on which such purchases or sales are made.

14. Except as provided in Paragraph 9 with respect to notice of termination of participation in the Plan, any notice, instruction, request, or election which by any provision of the Plan is required or permitted to be given or made by the Participant to the Bank shall be in writing and shall be deemed to have been sufficiently given or made for all purposes by being deposited, postage prepaid, in a post office letter box addressed to Computershare Investor Services, P.O. Box A-3504, Chicago, Illinois 60690-3504.15. Any notice which by any provision of the Plan is required to be given by the Bank to the Participant shall be in writing and shall be deemed to have been sufficiently given for all purposes by being deposited, postage prepaid, in a post office letter box addressed to the Participant at his or her address as it shall last appear on the Bank’s records.16. The terms and conditions of the Authorization for the Dividend Reinvestment Plan of the Bank and of the Plan and its operation shall be governed by and construed in accordance with the laws of the State of Illinois.17. Dividends received by the Bank during any calendar year on Additional Shares (in this case, including fractional share equivalents) credited to the Participant’s Account will be included in an information return to the Internal Revenue Service, if required, and a copy of such return will be mailed to the Participant. Each Participant must furnish his or her social security or taxpayer identification number on the authorization card to enable participation. This is required by U.S. Public Law 87-397 for reporting dividend payments.